Exhibit 10.1


 


Conformed


 


 


 


 


 


 


 


 


 


CUSTODY
AGREEMENT


 


dated
as of


 


December
1, 2015


 


by
and between


 


PARKVIEW
CAPITAL CREDIT, INC.


  


and


 


MILLENNIUM
TRUST COMPANY, LLC


 


 




     

    


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	1.	DEFINITIONS	1
	2.	APPOINTMENT
    OF CUSTODIAN	5
	3.	DUTIES
    OF CUSTODIAN	5
	4.	REPORTING	12
	5.	DEPOSIT
    IN U.S. SECURITIES SYSTEMS	12
	6.	[RESERVED]	12
	7.	CERTAIN
    GENERAL TERMS	12
	8.	COMPENSATION
    OF CUSTODIAN	14
	9.	RESPONSIBILITY
    OF CUSTODIAN	14
	10.	SECURITY
    CODES	17
	11.	TAX
    LAW	17
	12.	EFFECTIVE
    PERIOD, TERMINATION AND AMENDMENT	17
	13.	REPRESENTATIONS
    AND WARRANTIES	18
	14.	PARTIES
    IN INTEREST; NO THIRD PARTY BENEFIT	18
	15.	NOTICES	18
	16.	CHOICE
    OF LAW AND JURISDICTION	19
	17.	ENTIRE
    AGREEMENT; COUNTERPARTS	19
	18.	AMENDMENT;
    WAIVER	19
	19.	SUCCESSORS
    AND ASSIGNS	20
	20.	SEVERABILITY	20
	21.	REQUEST
    FOR INSTRUCTIONS	20
	22.	OTHER
    BUSINESS	20
	23.	REPRODUCTION
    OF DOCUMENTS	20
	24.	CONFIDENTIALITY	21
	25.	SHAREHOLDER
    COMMUNICATIONS ELECTION	21
	26.	NOTICE
    ACKNOWLEDGEMENT	22


 


EXHIBIT
A – Marketplace Lending Account Authorization and Initial Funding Direction


EXHIBIT
B – Marketplace Lending Account Subsequent Funding Direction


SCHEDULE
1 – Initial Authorized Persons


 




     

    


    

 


THIS
CUSTODY AGREEMENT (this “Agreement”) is dated as of December 1, 2015 by and between PARKVIEW CAPITAL CREDIT,
INC., a corporation organized under the laws of Maryland, having its principal place of business at Two Post Oak Center, 1980
Post Oak Boulevard, 15th Floor, Houston, Texas 77056 (the “Fund”), and MILLENNIUM TRUST COMPANY,
LLC, a limited liability company organized under the laws of the State of Illinois, having its principal place of business at
2001 Spring Road, Oak Brook, IL 60523 (the “Custodian”).


 


RECITALS


 


WHEREAS,
the Fund is a closed-end management investment company, which has elected or will elect to do business as a business development
company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is authorized to issue shares
of common stock;


 


WHEREAS,
the Fund desires to retain the Custodian to act as custodian for the Fund;


 


WHEREAS,
the Fund desires that all of the Fund’s Securities (as defined below) and cash be held and administered by the Custodian
pursuant to this Agreement; and


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


	1.	DEFINITIONS



 


1.1Defined
Terms. In addition to terms expressly defined elsewhere herein, the following words shall have the following meanings as used
in this Agreement:


 


“Agreement”
means this Custody Agreement (as the same may be amended from time to time in accordance with the terms hereof).


 


“Authorized
Person” has the meaning set forth in Section 7.4(a).


 


“Bank
Account” means the deposit account established by the Custodian at a bank in accordance with Section 3.6(a).


 


“Business
Day” means a day on which the Custodian is open for business in the market or country in which a transaction is to take
place.


 


“Cash
Sweep Program” means the program offered by the Custodian for the investment of monies in the Custodial Account in one
or more money market mutual funds, the terms of which program have been disclosed to the Fund.


 


“Custodial
Account” means the segregated custodial account to be established at the Custodian in which the Custodian shall hold
all Securities, Proceeds, the Loan Register, the Lending Account and cash deposited from time to time by or on behalf of the Fund
or a Subsidiary (as applicable) into the Bank Account and/or invested pursuant to Section 3.6.


 


“Data
File” has the meaning set forth in Section 3.3(b)(ii).


 






    	 	1	 



    


    

 


“Federal
Reserve Bank Book-Entry System” means a depository and securities transfer system operated by the Federal Reserve Bank
of the United States on which are eligible to be held all United States Government direct obligation bills, notes and bonds.


 


“Financing
Document” has the meaning set forth in Section 3.3(b)(iv).


 


“Lending
Account” means one or more marketplace lending investment accounts established by the Custodian on a Platform at the
direction of the Fund pursuant to the Marketplace Lending Account Authorization and Initial Funding Direction in the form attached
hereto as Exhibit A, and funded pursuant to such Marketplace Lending Account Authorization and Initial Funding Direction
and any Marketplace Lending Account Subsequent Funding Direction provided by the Fund in the form attached hereto as Exhibit
B.


 


“Loan”
means all right, title and interest in any U.S. dollar-denominated loan acquired by the Fund from time to time to be held in the
Custodial Account, including without limitation (a) the Required Loan Documents, and (b) all other rights, interests, benefits,
remedies and claims arising from or relating to such Loan.


 


“Loan
Checklist” means a list delivered to the Custodian in connection with delivery of a Loan to the Custodian that identifies
the items contained in the related Loan File.


 


“Loan
File” means, with respect to each Loan delivered to the Custodian, each of the Required Loan Documents identified on
the related Loan Checklist.


 


“Loan
Register” means a register maintained by the Custodian (in book-entry form or in such other form as it shall deem necessary
or desirable) of such Loans, containing such information as the Fund and the Custodian may reasonably agree.


 


“Noteless
Loan” means a Loan with respect to which (i) the related loan agreement does not require the obligor to execute and
deliver an Underlying Note to evidence the indebtedness created under such Loan and (ii) no Underlying Notes are outstanding with
respect to the portion of the Loan transferred to the Fund.


 


“Participation”
means an interest in a Loan that is acquired indirectly by way of a participation from a selling institution, and includes any
certificate evidencing more than one Participation.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof) unincorporated organization, or any government or agency or political subdivision thereof.


 


“Platform”
means one or more online credit platforms from or through which the Fund may purchase a Platform Loan, and any of its related
systems and data.


 


“Platform
Loan” means any Loan purchased by the Fund from or through a Platform.


 


“Proceeds”
means, collectively, (i) the net cash proceeds to the Fund of the private offering conducted by the Fund and any subsequent private
or public offering by the Fund of any class of securities issued by the Fund, (ii) all cash distributions, earnings, dividends,
fees and other cash payments paid on the Securities (or, as applicable, Subsidiary Securities) by or on behalf of the issuer or
obligor thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of the Securities (or,
as applicable, Subsidiary Securities) pursuant to the terms of this Agreement (and any Reinvestment Earnings from investment of
the foregoing, as defined in Section 3.6(c) hereof) and (iv) the net cash proceeds to the Fund of any borrowing or other financing
by the Fund.


 






    	 	2	 



    


    

 


“Proper
Instructions” means instructions received by the Custodian, in form acceptable to it, from the Fund or any Person duly
authorized by the Fund by any of the following means:


 


		(a)	in
                                         writing signed by an Authorized Person (and delivered by hand, by mail, by overnight
                                         courier or by telecopier);



 


		(b)	by
                                         electronic mail from an Authorized Person; or



 


		(c)	such
                                         other means, including via a secure online portal or other electronic means, as may be
                                         agreed upon in writing from time to time by the Custodian and the party giving such instructions.
                                         



 


“Required
Loan Documents” means, for each Loan:


 


		(a)	other
                                         than in the case of a Participation, an executed copy of the assignment for such Loan,
                                         as identified on the Loan Checklist;



 


		(b)	with
                                         the exception of Noteless Loans and Participations, the original executed Underlying
                                         Note endorsed by the issuer or the prior holder of record in blank or to the Fund;



 


		(c)	an
                                         executed copy of the Underlying Loan Agreement (which may be included in the Underlying
                                         Note if so indicated in the Loan Checklist), together with a copy of all amendments and
                                         modifications thereto, as identified on the Loan Checklist;



 


		(d)	a
                                         copy of each related security agreement (if any) signed by the applicable obligor(s),
                                         as identified on the Loan Checklist;



 


		(e)	a
                                         copy of the Loan Checklist, and



 


		(f)	a
                                         copy of each related guarantee (if any) then executed in connection with such Loan, as
                                         identified on the Loan Checklist. 



 


provided,
however, that with respect to any Platform Loan, the Required Loan Documents, including the Underlying Note, shall be in the
form delivered in a Data File as defined in Section 3.3(b)(ii), and, provided further, that with respect to any Required
Loan Document in electronic form and/or signed electronically, the Required Loan Documents shall be in the form described in written
Proper Instructions (which may be standing instructions) from an Authorized Person subject to approval by the Custodian.


 


“Securities”
means, collectively, the (i) investments, including Loans, acquired by the Fund or a Subsidiary (as applicable) and delivered
to the Custodian by or on behalf of the Fund or a Subsidiary (as applicable) from time to time during the term of, and pursuant
to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause
(i), all of which shall be in U.S. denomination.


 






    	 	3	 



    


    

 


“Securities
Depository” means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts
as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited
within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of
the Securities.


 


“Securities
System” means the Federal Bank Reserve Book-Entry System, a clearing agency which acts as a Securities Depository, or
another book entry system for the central handling of securities.


 


“Shares”
means the shares of common stock issued by the Fund.


 


“Street
Delivery Custom” means a custom of the United States securities market to deliver securities which are being sold to
the buying broker for examination to determine that the securities are in proper form.


 


“Street
Name” means the form of registration in which the securities are held by a broker who is delivering the securities to
another broker for the purposes of sale, it being an accepted custom in the United States securities industry that a security
in Street Name is in proper form for delivery to a buyer and that a security may be re-registered by a buyer in the ordinary course.


 


“Subsidiary”
means, collectively, any wholly owned subsidiary of the Fund, except for those wholly-owned subsidiaries whose assets are held
in custody by a custodian other than the Custodian.


 


“Underlying
Loan Agreement” means, with respect to any Loan, the document or documents evidencing the commercial loan agreement
or facility pursuant to which such Loan is made.


 


“Underlying
Note” means the one or more promissory notes executed by an obligor evidence a Loan.


 


 1.2 Construction. In this Agreement unless the contrary intention appears:




 


		(a)	any
                                         reference to this Agreement or another agreement or instrument refers to such agreement
                                         or instrument as the same may be amended, modified or otherwise rewritten from time to
                                         time;
	 	 	 
		(b)	a
                                         reference to a statute, ordinance, code or other law includes regulations and other instruments
                                         under it and consolidations, amendments, re-enactments or replacements of any of them;
	 	 	 
		(c)	any
                                         term defined in the singular form may be used in, and shall include, the plural with
                                         the same meaning, and vice versa;
	 	 	 
		(d)	a
                                         reference to a Person includes a reference to the Person’s executors, custodian,
                                         successors and permitted assigns;
	 	 	 
		(e)	an
                                         agreement, representation or warranty in favor of two or more Persons is for the benefit
                                         of them jointly and severally;
	 	 	 
		(f)	an
                                         agreement, representation or warranty on the part of two or more Persons binds them jointly
                                         and severally;



 






    	 	4	 



    


    

 


		(g)	a
                                         reference to the term “including” means “including, without limitation,”
                                         and
	 	 	 
		(h)	a
                                         reference to any accounting term is to be interpreted in accordance with generally accepted
                                         principles and practices in the United States, consistently applied, unless otherwise
                                         instructed by the Fund.



 


 1.3 Headings. Headings are inserted for convenience and do not affect the interpretation of this Agreement.




 


	2.	APPOINTMENT
                                         OF CUSTODIAN



 


2.1Appointment
and Acceptance. The Fund hereby appoints the Custodian as custodian of all Securities and cash owned by the Fund and any Subsidiary
(as applicable) at any time during the period of this Agreement, all of which shall be held in the Custodial Account, on the terms
and conditions set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made
a part of this Agreement), and the Custodian hereby accepts such appointment and agrees to hold all Securities and cash owned
by the Fund and any Subsidiary (as applicable) in the Custodial Account and to perform the services and duties set forth in this
Agreement with respect to it subject to and in accordance with the provisions hereof.


 


2.2Instructions.
The Fund agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions
and information, and shall respond promptly to all inquiries and requests of the Custodian, as may reasonably be necessary to
enable the Custodian to perform its duties hereunder.


 


2.3Fund
Responsible For Directions. The Fund is solely responsible for directing the Custodian with respect to deposits to, withdrawals
from and transfers to or from the Custodial Account. Without limiting the generality of the foregoing, the Custodian has no responsibility
for compliance with any restrictions, covenants, limitations or obligations to which the Fund may be subject or for which it may
have obligations to third parties in respect of the Custodial Account, and the Custodian shall have no liability for the application
of any funds made at the direction of the Fund. The Fund shall be solely responsible for properly instructing all applicable payors
to make all appropriate payments via the Bank Account to the Custodian to be held in the Custodial Account, and for properly instructing
the Custodian with respect to the allocation or application of all such payments.


 


2.4Appointment
of Sub-Custodian. With prior written notice to the Fund, the Custodian may from time to time employ one or more sub-custodians
located in the United States for the Custodial Account.


 


	3.	DUTIES
                                         OF CUSTODIAN



 


3.1Segregation.
All Securities and non-cash property held by the Custodian, as applicable, for the account of the Fund (other than Securities
maintained in a Securities Depository or Securities System) shall be accounted for separately from and shall not be commingled
with other securities and non-cash property in the custody of the Custodian. Securities certificates, originally signed Required
Loan Documents and tangible non-cash property shall be held in safekeeping and physically segregated from other securities and
non-cash property in the possession of the Custodian and shall be identified as subject to this Agreement.


 






    	 	5	 



    


    

 


3.2 Custodial Account. The Custodian shall establish and maintain the Custodial Account, in which the Custodian shall enter and carry, subject to Section 3.3(b), all Securities, cash and other assets of the Fund which are delivered to it in accordance with this Agreement. The Custodian shall maintain the Loan Register in the Custodial Account.




 


 3.3 Delivery of Securities to Custodian.




 


		(a)	The
                                         Fund shall deliver, or cause to be delivered, to the Custodian all of the Fund’s
                                         Securities, cash and other investment assets, including (i) all payments of income, payments
                                         of principal and capital distributions received by the Fund with respect to such Securities,
                                         cash or other assets owned by the Fund at any time during the period of this Agreement,
                                         and (ii) all cash received by the Fund for the issuance, at any time during such period,
                                         of Shares or other securities or in connection with a borrowing by the Fund. Except to
                                         the extent otherwise expressly provided herein, delivery of Securities to the Custodian
                                         shall be in the name of the Custodian as custodian for the benefit of the Fund, Street
                                         Name or other good delivery form. The Custodian shall not be responsible for such Securities,
                                         cash or other assets until actually delivered to, and received by the Custodian.
	 	 	 
		(b)	(i)
                                         In connection with its acquisition of a Loan or other delivery of a Security constituting
                                         a Loan, the Fund shall deliver or cause to be delivered to the Custodian written Proper
                                         Instructions from an Authorized Person setting forth information sufficient to identify
                                         such Loan (which information shall be as agreed to by the Fund and the Custodian) which
                                         the Custodian may conclusively rely upon without further inquiry or investigation, in
                                         such form and format as the Custodian reasonably may require, and shall deliver to the
                                         Custodian the Required Loan Documents for all Loans, including the Loan Checklist.



 


(ii)Notwithstanding
anything herein to the contrary, the Fund shall cause the applicable Platform to make available to the Custodian an electronic
data file (a “Data File”) with respect to each Platform Loan transferred to the Fund and the Lending Account,
via such Platform’s typical method for transmission of Platform Loan data, which may include a secure online portal maintained
by such Platform or other electronic means, which the Custodian may conclusively rely upon without further inquiry or investigation.


 


(iii)Notwithstanding
anything herein to the contrary, delivery of Loans acquired by the Fund which constitute Noteless Loans or Participations shall
be made by delivery to the Custodian of: (A) in the case of a Noteless Loan, a copy of the loan register with respect to such
Noteless Loan evidencing registration of such Loan on the books and records of the applicable obligor or bank agent to the name
of the Fund (or its nominee) or a copy (which may be a facsimile copy) of an assignment agreement in favor of the Fund as assignee;
and (B) in the case of a Participation, a copy of the related participation agreement; provided, however, that if a Noteless
Loan or a Participation is in electronic form, delivery shall be through such means of delivery or transmission approved by the
Custodian. 


 






    	 	6	 



    


    

 


(iv)The
Custodian agrees that it will act as custodian and bailee (for purposes of all applicable sections of the Uniform Commercial Code
(“UCC”) or any law applicable to the security interest, if any, of the Fund in the Loans (such UCC provisions
and other applicable laws, collectively “Security Interest Laws”); provided that Custodian makes no representation
or warranty with respect to the Security Interest Laws) for the Fund for purposes of establishing possession on behalf of the
Fund in order to evidence the ownership of each Loan by the Fund and to perfect the security interest, if any, of the Fund in
such Loan, including all of the related Required Loan Documents. The Custodian shall not release any of the Required Loan Documents
to any Person unless the Custodian shall have first received prior written consent of the Fund in the form of written Proper Instructions
from an Authorized Person. Except as otherwise expressly permitted hereunder, or as may be specifically ordered by a court or
regulatory authority of competent jurisdiction, the Custodian hereby agrees not to surrender control and/or possession of, sell,
encumber, or otherwise dispose of the Required Loan Documents, or take any other action which would compromise such ownership
and any perfected security interest(s). The Custodian shall not be deemed to have provided a distribution or a release in the
situation, if any, where a Loan was sold without the knowledge or consent of the Custodian. Any duty on the part of the Custodian
with respect to the custody of the Loans shall be limited to the exercise of reasonable care by the Custodian in the custody and
safekeeping of any such documents delivered or transmitted to it, and any related instrument, security, credit agreement, assignment
agreement and/or other agreements or documents, if any (collectively, “Financing Documents”), that may be delivered
to it. The Custodian will have no obligation to: (x) determine whether any Financing Documents may exist for any Loan; (y) obtain
any Financing Document that is not delivered or transmitted by the Fund to the Custodian; or (z) examine the contents or determine
the sufficiency of any Financing Document received by it. The Custodian will be entitled to assume the genuineness, sufficiency
and completeness of any such Financing Document it may receive and the genuineness and due authority of any signatures appearing
thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports to be. The Custodian
will have no liability for any act or omission of a sub-custodian with respect to any Financing Document.


 


(v)Contemporaneously
with the acquisition of any Loan, the Fund shall: (A) cause the Required Loan Documents and/or the Data File evidencing such Loan
to be delivered to the Custodian; (B) provide to the Custodian any other information reasonably requested by the Custodian in
order to perform its duties under this Agreement; (C) take all actions necessary for the Fund to acquire good title to such Loan;
and (D) take all actions as may be necessary (including appropriate payment notices and instructions to bank agents or other applicable
paying agents) to cause (I) all payments in respect of the Loan to be made to the Custodian, and (II) all notices, solicitations
and other communications in respect of such Loan to be directed to the Fund. The Custodian shall have no liability for any delay
or failure on the part of the Fund to provide necessary information to the Custodian, or for any inaccuracy therein or incompleteness
thereof, or for any delay or failure on the part of the Fund to give such effective payment instruction to bank agents and other
paying agents, in respect of the Loans. With respect to each such Loan, the Custodian shall be entitled to rely on any information
and notices it may receive from time to time from the related bank agent, obligor or similar party with respect to the related
Loan, or from the Fund, and shall be entitled to update its records (as it may deem necessary or appropriate) on the basis of
such information or notices received, without any obligation on its part independently to verify, investigate or recalculate such
information.


 






    	 	7	 



    


    

 


 3.4 Release of Securities.




 


		(a)	The
                                         Custodian shall release and deliver, or direct its agents or sub-custodian to release
                                         and deliver, as the case may be, Securities or Required Loan Documents of the Fund held
                                         by the Custodian, its agents or its sub-custodian from time to time upon receipt of Proper
                                         Instructions (which shall, among other things, specify the Securities or Required Loan
                                         Documents to be released, with such delivery and other information as may be necessary
                                         to enable the Custodian to perform), which may be standing instructions (in form acceptable
                                         to the Custodian) in the following cases:



 


		(i)	upon
                                         sale of such Securities by or on behalf of the Fund and, unless otherwise directed by
                                         Proper Instructions:



 


		(A)	in
                                         accordance with the customary or established practices and procedures in the jurisdiction
                                         or market where the transactions occur, including delivery to the purchaser thereof or
                                         to a dealer therefor (or an agent of such purchaser or dealer) against expectation of
                                         receiving later payment; or



 


		(B)	in
                                         the case of a sale effected through a Securities System, in accordance with the rules
                                         governing the operations of the Securities System;



 


		(ii)	upon
                                         the receipt of payment in connection with any repurchase agreement related to such Securities;
	 	 	 
		(iii)	to
                                         a depositary agent in connection with tender or other similar offers for securities;
	 	 	 
		(iv)	to
                                         the issuer thereof or its agent when such Securities are called, redeemed, retired or
                                         otherwise become payable (unless otherwise directed by Proper Instructions, the cash
                                         or other consideration is to be delivered to the Custodian, its agents or its sub- custodian);
	 	 	 
		(v)	to
                                         an issuer thereof, or its agent, for transfer into the name of the Custodian or into
                                         the name of any nominee of the Custodian or into the name of any of its agents or sub-custodian
                                         or their nominees or for exchange for a different number of bonds, certificates or other
                                         evidence representing the same aggregate face amount or number of units, provided that,
                                         in any such case, the new Securities are to be delivered to the Custodian;
	 	 	 
		(vi)	to
                                         brokers, clearing banks or other clearing agents for examination in accordance with the
                                         Street Delivery Custom, provided that, in any such case, the Custodian shall have no
                                         responsibility or liability for any loss arising from the delivery of such Securities
                                         prior to receiving payment for such Securities;
	 	 	 
		(vii)	for
                                         exchange or conversion pursuant to any plan of merger, consolidation, recapitalization,
                                         reorganization or readjustment of the securities of the issuer of such Securities, or
                                         pursuant to any deposit agreement (unless otherwise directed by Proper Instructions,
                                         the new securities and cash, if any, are to be delivered to the Custodian, its agents
                                         or its sub-custodian);
	 	 	 
		(viii)	in
                                         the case of warrants, rights or similar securities, the surrender thereof in the exercise
                                         of such warrants, rights or similar securities or the surrender of interim receipts or
                                         temporary securities for definitive securities (unless otherwise directed by Proper Instructions,
                                         the new securities and cash, if any, are to be delivered to the Custodian, its agents
                                         or its sub-custodian); and/or
	 	 	 
		(ix)	for
                                         any other proper corporate purpose of the Fund, but only upon receipt of written Proper
                                         Instructions and an officer’s certificate signed by an officer of the Fund (which
                                         officer shall not have been the Authorized Person providing the Proper Instructions)
                                         stating (A) the specified Securities to be delivered, (B) the purpose for such delivery,
                                         (C) that such purpose is a proper corporate purpose and (D) naming the person or persons
                                         to whom delivery of such securities shall be made and attaching a certified copy of a
                                         resolution of the board of directors of the Fund or an authorized committee thereof approving
                                         the delivery of such Proper Instructions.



 






    	 	8	 



    


    

 


3.5Registration
of Securities. Securities held by the Custodian, its agents or its sub-custodian (other than bearer securities, Securities
held in a Securities System or Securities that are Noteless Loans or Participations) shall be registered in the name of the Custodian
for the benefit of the Fund; or, at the option of the Custodian, in the name of the Custodian or in the name of any nominee of
the Custodian or any nominee of its sub-custodian, or in the name of its agents or its sub-custodian or their nominees; or if
directed by the Fund by Proper Instructions, may be maintained in Street Name. The Custodian, its agents and its sub-custodian
shall not be obligated to accept Securities on behalf of the Fund under the terms of this Agreement unless such Securities are
in the name of the Custodian for the benefit of the Fund, Street Name or other good deliverable form as determined in the Custodian’s
sole discretion.


 


 3.6 Bank Accounts, and Management of Cash.




 


		(a)	With
                                         prior written notice to the Fund, the Custodian shall open and maintain a separate Bank
                                         Account or accounts in the name of the Custodian for the benefit of the Fund, to hold
                                         funds credited to the Custodial Account, to which monies credited to the Custodial Account
                                         shall be deposited until invested pursuant to Section 3.6(c), and for which the Custodian
                                         shall provide to the Fund wire instructions for the transmittal of funds. Any bank at
                                         which the Custodian opens and maintains the Bank Account shall be qualified to act as
                                         a custodian under the 1940 Act, and establishment of any such Bank Account shall constitute
                                         appointment of the bank as a sub-custodian pursuant to Section 2.4.
	 	 	 
		(b)	All
                                         Proceeds and other monies, if any, received by the Custodian via the Bank Account from
                                         time to time shall be credited to the Custodial Account and shall be subject to clearance
                                         and receipt of final payment by the Custodian.
	 	 	 
		(c)	Amounts
                                         deposited in the Bank Account shall be automatically invested in the Custodian’s
                                         Cash Sweep Program, until the Custodian receives written Proper Instructions from an
                                         Authorized Person (which may be standing instructions) with respect to the disposition
                                         of such amounts. Such investments shall be subject to availability and the Custodian’s
                                         then applicable transaction charges (which shall be at the Fund’s expense). The
                                         Custodian shall have no liability for any loss incurred on any such investments. Absent
                                         receipt of such written Proper Instructions from an Authorized Person, the Custodian
                                         shall have no obligation to invest (or otherwise pay interest on) amounts held in the
                                         Bank Account. In no instance will the Custodian have any obligation to provide investment
                                         advice to the Fund. Any earnings from such investment of amounts held in the Custodial
                                         Account from time to time (collectively, “Reinvestment Earnings”)
                                         shall be redeposited in the Bank Account (and may be reinvested pursuant to written Proper
                                         Instructions).
	 	 	 
		(d)	In
                                         the event that the Fund shall at any time request a withdrawal of amounts from the Custodial
                                         Account, the Custodian shall be entitled to liquidate, and shall have no liability for
                                         any loss incurred as a result of the liquidation of, any investment of the funds credited
                                         to such account as needed to provide necessary liquidity. Investment instructions may
                                         be in the form of standing instructions (in the form of Proper Instructions acceptable
                                         to Custodian).



 






    	 	9	 



    


    

 


		(e)	In
                                         no instance shall the Custodian be obligated to make any advances to the Fund of cash
                                         or Securities in the Custodial Account for any purpose, including but not limited to
                                         any securities settlement or assumed settlement, account overdraft, or provisional credit.



 


 3.7 [Reserved]




 


 3.8 Custody and Collection of Income. The Custodian, its agents or its sub-custodian shall use commercially reasonable efforts to collect on a timely basis all income and other payments with respect to the Securities held hereunder to which the Fund shall be entitled, to the extent consistent with usual custom in the securities custodian business in the United Stated; provided, however, that in the case of any Platform Loan, the Custodian shall collect any Proceeds to the extent received by Custodian from the Platform or its servicer, if any, and provided further, that in no event shall the Custodian’s agreement herein to collect income be construed to obligate the Custodian to commence, undertake or prosecute any legal proceedings. 




 


 3.9 Payment of Moneys.




 


		(a)	Upon
                                         receipt of Proper Instructions, which may be standing instructions, the Custodian shall
                                         pay out from the Custodial Account (or remit to its agents or its sub-custodian, and
                                         direct them to pay out) moneys of the Fund held therein in the following cases:



 


		(i)	upon
                                         the purchase of Securities for the Fund pursuant to such Proper Instructions; and such
                                         purchase may, unless and except to the extent otherwise directed by Proper Instructions,
                                         be carried out by the Custodian:



 


		(A)	in
                                         accordance with the customary or established practices and procedures in the jurisdiction
                                         or market where the transactions occur, including delivering money to the seller thereof
                                         or to a dealer therefor (or any agent for such seller or dealer) against expectation
                                         of receiving later delivery of such securities; or
	 	 	 
		(B)	in
                                         the case of a purchase effected through a Securities System, in accordance with the rules
                                         governing the operation of such Securities System;



 


		(ii)	[reserved];
                                         and



 


		(iii)	for
                                         any other purpose directed by the Fund, but only upon receipt of Proper Instructions
                                         specifying the amount of such payment, and naming the Person or Persons to whom such
                                         payment is to be made.



 


		(b)	At
                                         any time or times, the Custodian shall be entitled to pay (i) itself from the Custodial
                                         Account, whether or not in receipt of express direction or instruction from the Fund,
                                         any amounts due and payable to it pursuant to Section 8 hereof, and (ii) as otherwise
                                         permitted by Section 7.5, 9.4 or Section 12.5 below, provided, however, that in each
                                         case all such payments shall be accounted for to the Fund.



 


3.10Voting
and Other Action. The Custodian shall promptly deliver any notices, proxies, or proxy soliciting materials received by the
Custodian to the Fund, but without indicating the manner in which any such proxies are to be voted. Neither the Custodian nor
any nominee of the Custodian shall vote any of the securities held hereunder by or for the account of the Fund, except in accordance
with Proper Instructions of the Fund. In the absence of such Proper Instructions, or in the event that such Proper Instructions
are not received in a timely fashion, the Custodian shall be under no duty to act with regard to such proxies.


 






    	 	10	 



    


    

 


3.11Communications
Relating to Securities. The Custodian shall transmit promptly to the Fund all written information (including pendency of calls
and maturities of Securities and expirations of rights in connection therewith) received by the Custodian from its agents or its
sub-custodian or from issuers of the Securities being held for the Fund. The Custodian shall have no obligation or duty to exercise
any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received
timely Proper Instructions from the Fund. The Custodian will not be liable for any untimely exercise of, or failure to exercise,
any right or power in connection with Securities at any time held by the Custodian, its agents or sub-custodian unless:


 


		(i)	the
                                         Custodian has received Proper Instructions with regard to the exercise of any such right
                                         or power at least three (3) Business Days prior to the date on which such right or power
                                         is to be exercised; and
	 	 	 
		(ii)	the
                                         Custodian, or its agents or sub-custodian are in actual possession of such Securities
                                         at least three (3) Business Days prior to the date on which such right or power is to
                                         be exercised.



 


It
will be the responsibility of the Fund to notify the Custodian of the Person to whom such communications must be forwarded under
this Section. For the avoidance of doubt, upon and after the effective date of any termination of this Agreement or resignation
of the Custodian, the Custodian shall have no responsibility to so transmit any information under this Section.


 


3.12Records.
The Custodian shall create and maintain complete and accurate records that relate to the custody of the Securities, cash or other
property held for the Fund under this Agreement as may be required by Section 31 of the 1940 Act, and, if required to be maintained
by Rule 31a-1 or Rule 31a-2 under the 1940 Act, preserve such records for the periods prescribed in Rule 31a-2 under the 1940
Act. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian
be open for inspection by duly authorized officers, employees or agents of the Fund or its affiliates and employees and agents
of the Securities and Exchange Commission, upon reasonable request and prior notice and at the Fund’s expense.


 


3.13Custody
of Subsidiary Securities. With respect to each Subsidiary identified to the Custodian by the Fund, there shall be established
at the Custodian at the Fund’s direction a segregated custodial account to which the Custodian shall deposit and hold such
Subsidiary’s Securities and Proceeds received by the Custodian. The parties hereto agree that the Fund shall notify the
Custodian in writing as to the designation of any Subsidiary as to which the Custodian is to serve as custodian pursuant to the
terms of this Agreement, and identify in writing any accounts the Custodian shall be required to establish for such Subsidiary
as herein provided. To the maximum extent possible, the provisions of this Agreement regarding Securities of the Fund and the
Custodial Account shall be applicable to any such Subsidiary.


 


3.14Duties
of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income. The Custodian shall cooperate
with and supply necessary information to the entity or entities appointed by the Fund to keep the books of account of the Fund
and/or compute the net asset value per Share of the outstanding Shares.


 



    	 	11	 



    


    

 


	4.	REPORTING



 


		(a)	The
                                         Custodian shall provide the Fund with online access to the Custodial Account and shall
                                         provide the Fund with online access to quarterly statements of the Securities and monies
                                         held by the Custodian for the Fund as of the end of each quarter.
	 	 	 
		(b)	The
                                         Custodian shall have no duty or obligation to undertake any market valuation of the Securities
                                         under any circumstance.
	 	 	 
		(c)	The
                                         Custodian shall provide the Fund with such reports as are reasonably available to it
                                         on the internal accounting controls and procedures for safeguarding securities which
                                         are employed by the Custodian, as the Fund may reasonably request from time to time.



 


	5.	DEPOSIT
                                         IN U.S. SECURITIES SYSTEMS



 


The
Custodian may deposit and/or maintain Securities in a Securities System within the United States in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and regulations, including Rule 17f-4 under the 1940 Act, and
subject to the following provisions:


 


		(a)	The
                                         Custodian may keep domestic Securities in a U.S. Securities System provided that such
                                         Securities are represented in an account of the Custodian in the U.S. Securities System
                                         which shall not include any assets of the Custodian other than assets held by it as a
                                         custodian or otherwise for customers;
	 	 	 
		(b)	The
                                         records of the Custodian with respect to Securities which are maintained in a U.S. Securities
                                         System shall identify by book-entry those Securities belonging to the Fund;
	 	 	 
		(c)	If
                                         requested by the Fund, the Custodian shall provide to the Fund copies of all notices
                                         received from the U.S. Securities System of transfers of Securities for the account of
                                         the Fund; and
	 	 	 
		(d)	Anything
                                         to the contrary in this Agreement notwithstanding, the Custodian shall not be liable
                                         to the Fund for any direct loss, damage, cost, expense, liability or claim to the Fund
                                         resulting from use of any Securities System (other than to the extent resulting from
                                         the gross negligence or willful misconduct of the Custodian itself, or from failure of
                                         the Custodian to enforce effectively such rights as it may have against the U.S. Securities
                                         System.)



 


	6.	[Reserved].



 


	7.	CERTAIN
                                         GENERAL TERMS



 


7.1No
Duty to Examine Underlying Instruments. Nothing herein shall obligate the Custodian to review or examine any Required Loan
Document, Financing Document or any underlying instrument, certificate, credit agreement, indenture, loan agreement, promissory
note, or other financing document evidencing or governing any Security to determine the terms, validity, sufficiency, marketability
or enforceability of any Security (and shall have no responsibility for the genuineness or completeness thereof), or otherwise.


 






    	 	12	 



    


    

 


7.2Resolution
of Discrepancies. In the event of any discrepancy between the information set forth in any report provided by the Custodian
to the Fund and any information contained in the books or records of the Fund, the Fund shall promptly notify the Custodian thereof
and the parties shall cooperate to diligently resolve the discrepancy.


 


7.3[Reserved].


 


 7.4 Proper Instructions.




 


		(a)	The
                                         Fund will give notice to the Custodian, in form acceptable to the Custodian, specifying
                                         the names and specimen signatures of persons authorized to give Proper Instructions (collectively,
                                         “Authorized Persons” and each is an “Authorized Person”)
                                         which notice shall be signed by an Authorized Person previously certified to the Custodian.
                                         The Custodian shall be entitled to rely upon the identity and authority of such persons
                                         until it receives written notice from an Authorized Person of the Fund to the contrary.
                                         The initial Authorized Persons are set forth on Schedule 1 attached hereto and
                                         made a part hereof (as such Schedule 1 may be modified from time to time by written
                                         notice from the Fund to the Custodian).



 


		(b)	The
                                         Custodian shall have no responsibility or liability to the Fund (or any other person
                                         or entity), and shall be indemnified and held harmless by the Fund, in the event that
                                         a subsequent written confirmation of an oral instruction fails to conform to the oral
                                         instructions received by the Custodian. The Custodian shall not have an obligation to
                                         act (or forebear to act) in accordance with purported instructions to the extent that
                                         they conflict, as determined in the Custodian’s sole discretion, with applicable
                                         law or regulations, local market practice or the Custodian’s operating policies
                                         and practices. The Custodian shall not be liable for any loss resulting from a delay
                                         while it obtains clarification of any Proper Instructions.



 


		(c)	In
                                         no instance shall the Custodian be obligated to provide services pursuant to this Agreement
                                         on any day that is not a Business Day.



 


 7.5 Actions Permitted Without Express Authority. The Custodian may, at its discretion, without express authority from the Fund:




 


		(a)	make
                                         payments to itself as described in or pursuant to Section 3.9(b), or make payments to
                                         itself or others for minor expenses of handling securities or other similar items relating
                                         to its duties under this Agreement, provided that all such payments shall be accounted
                                         for to the Fund;



 


		(b)	surrender
                                         Securities in temporary form for Securities in definitive form;



 


		(c)	endorse
                                         for collection checks, drafts and other negotiable instruments; and



 


		(d)	in
                                         general attend to all nondiscretionary details in connection with the sale, exchange,
                                         substitution, purchase, transfer and other dealings with the Securities and property
                                         of the Fund.



 






    	 	13	 



    


    

 


7.6Evidence
of Authority. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate, instrument
or paper reasonably believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the
Fund by an Authorized Person. The Custodian may receive and accept a certificate signed by any Authorized Person as conclusive
evidence of:


 


		(a)	the
                                         authority of any person to act in accordance with such certificate; or



 


		(b)	any
                                         determination or any action by the Fund as described in such certificate,



 


and
such certificate may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary
from an Authorized Person of the Fund.


 


7.7Receipt
of Communications. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m. Eastern
time (or such other time as is agreed by the Fund and the Custodian from time to time) on a Business Day will be deemed to have
been received on the next Business Day.


 


	8.	COMPENSATION
                                         OF CUSTODIAN



 


8.1Fees.
The Custodian shall be entitled to compensation for its services in accordance with the terms of that certain fee letter dated
_______________, 2015, between the Fund and the Custodian.


 


8.2Expenses.
The Fund agrees to pay or reimburse to the Custodian upon its request from time to time all costs, disbursements, and expenses
(including reasonable fees and expenses of legal counsel) incurred, and any disbursements made in connection with the preparation
or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement
or performance by the Custodian of its duties and services under this Agreement, from time to time (including the reasonable costs
and expenses of any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).


 


	9.	RESPONSIBILITY
                                         OF CUSTODIAN



 


9.1General
Duties. The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Securities
or Proceeds except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations
of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities
shall be read into this Agreement against, or on the part of, the Custodian.


 


 9.2 Instructions.




 


		(a)	The
                                         Custodian shall be entitled to refrain from taking any action unless it has Proper Instructions
                                         from the Fund as it reasonably deems necessary, and shall be entitled to require, upon
                                         notice to the Fund, that Proper Instructions to it be in writing. The Custodian shall
                                         have no liability for any action (or forbearance from action) taken pursuant to the Proper
                                         Instructions of the Fund.



 


		(b)	Whenever
                                         the Custodian is entitled or required to receive or obtain any communications or information
                                         pursuant to or as contemplated by this Agreement, it shall be entitled to receive the
                                         same in writing, in form, content and medium reasonably acceptable to it and otherwise
                                         in accordance with any applicable terms of this Agreement; and whenever any report or
                                         other information is required to be produced or distributed by the Custodian it shall
                                         be in form, content and medium reasonably acceptable to it and the Fund, and otherwise
                                         in accordance with any applicable terms of this Agreement.



 






    	 	14	 



    


    

 


9.3General
Standards of Care. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment
hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this
Agreement (whether or not so stated therein):


 


		(a)	The
                                         Custodian may rely on and shall be protected in acting or refraining from acting upon
                                         any written notice, instruction, statement, certificate, request, waiver, consent, opinion,
                                         report, receipt or other paper or document furnished to it (including any of the foregoing
                                         provided to it by telecopier or electronic means), not only as to its due execution and
                                         validity, but also as to the truth and accuracy of any information therein contained,
                                         which it in good faith believes to be genuine and signed or presented by the proper person;
                                         and the Custodian shall be entitled to presume the genuineness and due authority of any
                                         signature appearing thereon, including any signature in electronic form. The Custodian
                                         shall not be bound to make any independent investigation into the facts or matters stated
                                         in any such notice, instruction, statement, certificate, request, waiver, consent, opinion,
                                         report, receipt or other paper or document.



 


		(b)	Neither
                                         the Custodian nor any of its directors, officers, employees or agents shall be liable
                                         to anyone for any error of judgment, or for any act done or step taken or omitted to
                                         be taken by it (or any of its directors, officers, employees or agents), or for any mistake
                                         of fact or law, or for anything which it may do or refrain from doing in connection herewith,
                                         unless such action constitutes gross negligence, willful misconduct or bad faith on its
                                         part and in breach of the terms of this Agreement. The Custodian shall not be liable
                                         for any action taken by it in good faith and reasonably believed by it to be within powers
                                         conferred upon it, or taken by it pursuant to any direction or instruction by which it
                                         is governed hereunder, or omitted to be taken by it by reason of the lack of direction
                                         or instruction required hereby for such action. The Custodian shall not be under any
                                         obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act,
                                         the regulations thereunder, or the Fund’s investment objectives and policies then
                                         in effect.



 


		(c)	In
                                         no event shall the Custodian be liable for any indirect, special or consequential damages
                                         (including lost profits) whether or not it has been advised of the likelihood of such
                                         damages.



 


		(d)	The
                                         Custodian may consult with, and obtain advice from, legal counsel selected in good faith
                                         with respect to any question as to any of the provisions hereof or its duties hereunder,
                                         or any matter relating hereto, and the advice of such counsel shall be full and complete
                                         authorization and protection in respect of any action taken, suffered or omitted by the
                                         Custodian in good faith in accordance with the advice of such counsel; the reasonable
                                         cost of such services shall be reimbursed pursuant to Section 8.2 above.



 


		(e)	The
                                         Custodian shall not be deemed to have notice of any fact, claim or demand with respect
                                         hereto unless actually known by an officer of its Private Fund Custody Services group
                                         and charged with responsibility for administering this Agreement or unless received in
                                         writing by such officer at the applicable address(es) as set forth in Section 15 and
                                         specifically referencing this Agreement.



 






    	 	15	 



    


    

 


		(f)	No
                                         provision of this Agreement shall require the Custodian to expend or risk its own funds,
                                         or to take any action (or forbear from action) hereunder which might in its judgment
                                         involve any expense or any financial or other liability unless it shall be furnished
                                         with acceptable indemnification. Nothing herein shall obligate the Custodian to commence,
                                         prosecute or defend legal proceedings in any instance, whether on behalf of the Fund
                                         or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating
                                         to this Agreement or the services contemplated hereby.



 


		(g)	The
                                         permissive right of the Custodian to take any action hereunder shall not be construed
                                         as duty.



 


		(h)	The
                                         Custodian may act or exercise its duties or powers hereunder through agents or attorneys,
                                         and the Custodian shall not be liable or responsible for the actions or omissions of
                                         any such agent or attorney appointed and maintained with reasonable due care.



 


		(i)	All
                                         indemnifications contained in this Agreement in favor of the Custodian shall survive
                                         the termination of this Agreement.



 


 9.4 Indemnification; Custodian’s Lien.




 


		(a)	The
                                         Fund shall and does hereby indemnify and hold harmless the Custodian for and from any
                                         and all costs and expenses (including reasonable attorney’s fees and expenses),
                                         and any and all losses, damages, claims and liabilities, that may arise, be brought against
                                         or incurred by the Custodian, and any disbursements made by the Custodian as a result
                                         of, relating to, or arising out of this Agreement, or the administration or performance
                                         of the Custodian’s duties hereunder, or the relationship between the Fund (including,
                                         for the avoidance of doubt, any Subsidiary) and the Custodian created hereby, other than
                                         such liabilities, losses, damages, claims, costs and expenses as are directly caused
                                         by the Custodian’s own actions constituting gross negligence or willful misconduct.
	 	 	 
		(b)	In
                                         the event that the Custodian or its nominee shall incur or be assessed any taxes, charges,
                                         expenses, assessments, claims or liabilities in connection with the performance of this
                                         Agreement, except such as may arise from its or its nominee’s own gross negligence
                                         or willful misconduct, or if the Fund fails to compensate the Custodian pursuant to Section
                                         8 hereof, any cash at any time held for the account of the Fund shall be security therefor
                                         and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled
                                         to utilize available cash to the extent necessary to obtain reimbursement.



 


9.5Force
Majeure. Without prejudice to the generality of the foregoing, the Custodian shall be without liability to the Fund for any
damage or loss resulting from or caused by events or circumstances beyond the Custodian’s reasonable control including (a)
nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and
practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer
viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism,
riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; (b)
errors by the Fund (including any Authorized Person) in its instructions to the Custodian; or (c) changes in applicable law, regulation
or orders.


 






    	 	16	 



    


    

 


	10.	SECURITY
                                         CODES



 


If
the Custodian issues to the Fund security codes, passwords or test keys in order that it may verify that certain transmissions
of information, including Proper Instructions, have been originated by the Fund, the Fund shall safeguard any security codes,
passwords, test keys or other security devices which the Custodian shall make available.


 


	11.	TAX
                                         LAW



 


The
Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian
as custodian of the Securities or the Proceeds, by the tax law of the United States or any state or political subdivision thereof,
or of countries other than the United States or any political subdivision thereof. The Custodian shall have no liability, and
the Fund shall indemnify the Custodian, for such obligations including but not limited to taxes (but excluding any income taxes
assessable in respect of compensation paid to the Custodian pursuant to this agreement), withholding, certification and reporting
requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal
expenses) that may be assessed against the Fund, or the Custodian as custodian of the Securities or Proceeds.


 


	12.	EFFECTIVE
                                         PERIOD, TERMINATION AND AMENDMENT



 


12.1Effective
Date. This Agreement shall become effective as of the date first stated above. This Agreement shall continue in full force
and effect until terminated as hereinafter provided. This Agreement may only be amended by mutual written agreement of the parties
hereto. This Agreement may be terminated by the Custodian or the Fund pursuant to Section 12.2.


 


12.2Termination.
This Agreement shall terminate upon the earliest of (a) the effective date of termination specified in any written notice of termination
given by either party to the other which effective date shall be not less than ninety (90) days from the date that such notice
is given in accordance with Section 15, and (b) such other date of termination as may be mutually agreed upon by the parties in
writing.


 


12.3Resignation.
The Custodian may at any time resign under this Agreement by giving not less than ninety (90) days advance written notice thereof
to the Fund.


 


12.4Successor.
Prior to the effective date of termination of this Agreement, or the effective date of the resignation of the Custodian, as the
case may be, the Fund shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable.


 


12.5Payment
of Fees, etc. Upon termination of this Agreement or resignation of the Custodian, the Fund shall pay to the Custodian such
compensation, and shall likewise reimburse the Custodian for its costs, expenses and disbursements, as may be due as of the date
of such termination or resignation (or removal, as the case may be). All indemnifications in favor of the Custodian under this
Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian.


 


12.6Final
Report. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Fund a complete final
report or data file transfer of any confidential information as of the date of such resignation or removal.


 






    	 	17	 



    


    

 







	13.	REPRESENTATIONS
                                         AND WARRANTIES



 


 13.1 Representations of the Fund. The Fund represents and warrants to the Custodian that:




 


		(a)	it
                                         has the power and authority to enter into and perform its obligations under this Agreement,
                                         and it has duly authorized and executed this Agreement so as to constitute its valid
                                         and binding obligation; 



 


		(b)	it
                                         is in compliance, in all material respects, with the provisions of the 1940 Act and the
                                         rules and regulations thereunder applicable to BDCs; and



 


		(c)	in
                                         giving any instructions which purport to be “Proper Instructions” under this
                                         Agreement, the Fund will act in accordance with the provisions of its certificate of
                                         incorporation and bylaws and any applicable laws and regulations.



 


 13.2 Representations of the Custodian. The Custodian hereby represents and warrants to the Fund that:




 


		(a)	it
                                         is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act;



 


		(b)	it
                                         has the power and authority to enter into and perform its obligations under this Agreement;



 


		(c)	it
                                         has duly authorized and executed this Agreement so as to constitute its valid and binding
                                         obligations; and



 


		(d)	that
                                         it maintains business continuity policies and standards that include data file backup
                                         and recovery procedures that comply with all applicable regulatory requirements.



 


	14.	PARTIES
                                         IN INTEREST; NO THIRD PARTY BENEFIT



 


This
Agreement is not intended for, and shall not be construed to be intended for, the benefit of any third parties and may not be
relied upon or enforced by any third parties (other than successors and permitted assigns pursuant to Section 19).


 


	15.	NOTICES



 


Any
Proper Instructions shall be given to the following address (or such other address as either party may designate by written notice
to the other party), and otherwise any notices, approvals and other communications hereunder shall be sufficient if made in writing
and given to the parties at the following address (or such other address as either of them may subsequently designate by notice
to the other), given by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service, or (iii)
confirmed telecopier or telex, with a duplicate sent on the same day by first class mail, postage prepaid:


 


		(a)	if
                                         to the Fund, to:



 


Parkview
Capital Credit, Inc.


Two
Post Oak Center


1980
Post Oak Boulevard, 15th Floor


Houston,
Texas 77056


Attention:
Keith W. Smith, President and Chief Executive Officer


Email:
ksmith@parkviewadv.com


 






    	 	18	 



    


    

 


		(b)	if
                                         to the Custodian, to:



 


Millennium
Trust Company, LLC


2001
Spring Road, Suite 700


Oak
Brook, IL 60523


Attention:
Patrick Roche


Email:
proche@mtrustcompany.com


 


With
a copy (except with respect to Proper Instructions) to:


 


Millennium
Trust Company, LLC


2001
Spring Road, Suite 700


Oak
Brook, IL 60523


Attention:
General Counsel


Email:
bmarkham@mtrustcompany.com


 


	16.	CHOICE
                                         OF LAW AND JURISDICTION



 


This
Agreement shall be construed, and the provisions thereof interpreted under and in accordance with and governed by the laws of
the State of Illinois for all purposes (without regard to its choice of law provisions); except to the extent such laws are inconsistent
with federal securities laws, including the 1940 Act.


 


	17.	ENTIRE
                                         AGREEMENT; COUNTERPARTS



 


17.1Complete
Agreement. This Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed
herein and supersedes and terminates as of the date hereof, all prior agreements, agreements or understandings, oral or written
between the parties to this Agreement relating to such matters.


 


17.2Counterparts.
This Agreement may be executed in any number of counterparts and all counterparts taken together shall constitute one and the
same instrument.


 


17.3Facsimile
Signatures. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.


 


	18.	AMENDMENT;
                                         WAIVER



 


18.1Amendment.
This Agreement may not be amended except by an express written instrument duly executed by each of the Fund and the Custodian.


 


18.2Waiver.
In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder,
unless and except to the extent such waiver is set forth in an expressly written instrument signed by the party against whom it
is to be charged.


 






    	 	19	 



    


    

 


	19.	SUCCESSORS
                                         AND ASSIGNS



 


19.1Successors
Bound. The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties
and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement
without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian
to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided
in this Agreement.


 


19.2Merger
and Consolidation. Any corporation or association into which the Custodian may be merged or converted or with which it may
be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian
shall be a party, or any corporation or association to which the Custodian transfers all or substantially all of its business,
shall be the successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 


	20.	SEVERABILITY



 


The
terms of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid or unenforceable,
such determination shall not affect the remaining terms.


 


	21.	REQUEST
                                         FOR INSTRUCTIONS



 


If,
in performing its duties under this Agreement, the Custodian is required to decide between alternative courses of action, the
Custodian may (but shall not be obliged to) request written instructions from the Fund as to the course of action desired by it.
If the Custodian does not receive such instructions within two (2) days after it has requested them, the Custodian may, but shall
be under no duty to, take or refrain from taking any such courses of action. The Custodian shall act in accordance with instructions
received from the Fund in response to such request after such two-day period except to the extent it has already taken, or committed
itself to take, action inconsistent with such instructions.


 


	22.	OTHER
                                         BUSINESS



 


Nothing
herein shall prevent the Custodian or any of its affiliates from engaging in other business, or from entering into any other transaction
or financial or other relationship with, or receiving fees from or from rendering services of any kind to the Fund or any other
Person. Nothing contained in this Agreement shall constitute the Fund and/or the Custodian (and/or any other Person) as members
of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by
virtue of the engagement or relationship established by this Agreement.


 


	23.	REPRODUCTION
                                         OF DOCUMENTS



 


This
Agreement and all schedules, exhibits, attachments and amendment hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further production shall likewise be admissible in evidence.


 






    	 	20	 



    


    

 


	24.	CONFIDENTIALITY



 


All
information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving
Party”) regarding the Disclosing Party’s business and operations, including any nonpublic personally identifiable
information as defined in the Gramm-Leach-Bliley Act of 1999, shall be treated as confidential. All confidential information provided
under this Agreement by Disclosing Party shall be used, including authorized disclosure to third parties, by the Receiving Party,
or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving
Party’s other obligations under the Agreement. The foregoing shall not be applicable to any information (a) that is publicly
available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently
derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement,
(c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative
demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply
with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates
to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to
this Agreement, or (e) where the party seeking to disclose has received the prior written consent of the party providing the information,
which consent shall not be unreasonably withheld.


 


	25.	SHAREHOLDER
                                         COMMUNICATIONS ELECTION



 


SEC
Rule 14b-2 requires custodians which hold securities for the account of customers to respond to requests by issuers of securities
for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial
owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting
companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes”
or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information
for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule
prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of the alternatives below.


 


	 	YES [   ]	The Custodian is authorized to release the Fund’s name, address,
and share positions. 
	 	 	 
	 	NO [X]	The Custodian is not authorized to release the Fund’s name,
address, and share positions.




 






    	 	21	 



    


    

 


	26.	NOTICE
                                         ACKNOWLEDGEMENT



 


The
Fund acknowledges receipt of the following notice:


 


“
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.


 


To
help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as
a business entity, a charity, a trust or other legal entity the Custodian will ask for documentation to verify its formation and
existence as a legal entity. The Custodian may also ask to see financial statements, licenses, identification and authorization
documents from individuals claiming authority to represent the entity or other relevant documentation.”


 


 


[PAGE
INTENTIONALLY ENDS HERE. SIGNATURES APPEAR ON NEXT PAGE.]


 




    	 	22	 



    


    

 


IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly authorized officer, intending
the same to take effect as of the 1st day of December, 2015.


 


	PARKVIEW CAPITAL CREDIT, INC.	 	MILLENNIUM
    TRUST COMPANY, LLC
	 	 	 	 	 
	By:	/s/
    Keith W. Smith	 	By:	/s/
    Patrick Roche
	Name:	Keith W. Smith	 	Name:	Patrick
    Roche
	Title:	President and
Chief Executive Officer	 	Title:	Vice
    President


 




    	 	23	 



    


    

 


Attach:


 


EXHIBIT
A – Marketplace Lending Account Authorization and Initial Funding Direction


EXHIBIT
B – Marketplace Lending Account Subsequent Funding Direction


SCHEDULE
1 – Initial Authorized Persons


 




    	 	24	 



    


    

 


Schedule
1


 


Initial
Authorized Persons


 


Any
of the following persons (each acting singly) shall be an Authorized Person (as this list may be subsequently modified by the
Fund from time to time by written notice to the Custodian):


 


	Name	 	Specimen
    Signature	 
	 	 	 	 
	Keith
    W. Smith	 	/s/
    Keith W. Smith	 
	Charles
    Jacobson	 	/s/
    Charles Jacobson	 
	Adrienne
    Yost Hart	 	/s/
    Adrienne Yost Hart	 
	Stefanie
    Robinson	 	/s/
    Stefanie Robinson	 


 


 


 25